UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K
 [X]

   ANNUAL REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the fiscal year ended July 31 , 2011OR[   ]

   TRANSITIOINAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the transitional period from _____________ to ______________
 Commission file number333-169280 MEDORA CORP.(Exact name of registrant as specified in its charter) NEVADA

   

   90-09582397(State or other jurisdiction of incorporation or organization)

   

   (IRS Employer Identification No.)
 7 Wareham RoadKingston, Jamaica,WI(Address of principal executive offices, including zip code.) 1-876-775-6074(telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Class

   Name of exchange in which registeredNone

   None
 Securities registered pursuant to section 12(g) of the Act:Common Stock, par value $0.00001 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes [   ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act:Yes [   ] No [X] Indicate by check mark whether the registrant(1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 day.Yes [X] No [   ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes[   ]   No [   ]


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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[   ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 if the Exchange Act. Large Accelerated filer

   

   [   ]

   

   Accelerated filer

   

   [   ]Non-accelerated filer

   

   [   ]

   

   Smaller reporting company

   

   [X](Do not check if a smaller reporting company)
  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes [   ] No [X] State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as ofOctober 28, 2011 is $0.00 As of October 28, 2011, the registrant had 62,054,600 shares issued and outstanding.


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TABLE OF CONTENTSPagePART IItem
  1.
 
 Business.
 
 4Item
  1A.
 
 Risk Factors.
 
 6Item
  1B.
 
 Unresolved Staff Comments.
 
 6Item
  2.
 
 Description of Property.
 
 7Item
  3.
 
 Legal Proceedings.
 
 7Item
  4.
 
 (Removed and Reserved)
 
 7PART IIItem
  5.
 
 Market  for Registrant’s Common Equity, Related Stockholders
  Matters
  and Issuer Purchases of Equity Securities.
 
 7Item
  6.
 
 Selected Financial Data.
 
 8Item
  7.
 
 Management’s Discussion and Analysis of Financial Condition
  and Results of
  Operation.
 
 8Item
  7A.
 
 Quantitative and Qualitative Disclosures About
  Market Risk.
 
 15Item
  8.
 
 Financial
  Statements and Supplementary Data.
 
 16Item
  9.
 
 Changes in and Disagreements With Accountants on Accounting
  and Financial
  Disclosure.
 
 25Item
  9A.
 
 Controls
  and Procedures.
 
 25Item
  9B.
 
 Other
  Information.
 
 27PART IIIItem
  10.
 
 Directors
  and Executive Officers, Promoters and Control Persons.
 
 27Item
  11.
 
 Executive Compensation.
 
 30Item
  12.
 
 Security
  Ownership of Certain Beneficial Owners and Management.
 
 32Item
  13.
 
 Certain
  Relationships and Related Transactions, and Director Independence.
 
 32Item
  14.
 
 Principal
  Accounting Fees and Services.
 
 33PART IVItem
  15.
 
 Exhibits
  and Financial Statement Schedules.
 
 34Signature
  Page
 
 35Exhibit Index
 
 36
        3


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CAUTIONARY
STATEMENT ON FORWARD-LOOKING INFORMATION This Annual Report on Form 10-K (this “Report”) contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Forward-looking statements discuss matters that are not
historical facts. Because they discuss future events or conditions,
forward-looking statements may include words such as “anticipate,” “believe,”
“estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,”
“might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,”
“continue” negatives thereof or similar expressions. Forward-looking statements
speak only as of the date they are made, are based on various underlying
assumptions and current expectations about the future and are not guarantees.
Such statements involve known and unknown risks, uncertainties and other
factors that may cause our actual results, level of activity, performance or
achievement to be materially different from the results of operations or plans
expressed or implied by such forward-looking statements. We cannot predict all of the risks and uncertainties. Accordingly, such
information should not be regarded as representations that the results or
conditions described in such statements or that our objectives and plans will
be achieved and we do not assume any responsibility for the accuracy or
completeness of any of these forward-looking statements. These forward-looking
statements are found at various places throughout this Report and include
information concerning possible or assumed future results of our operations,
including statements about potential acquisition or merger targets; business
strategies; future cash flows; financing plans; plans and objectives of
management; any other statements regarding future acquisitions, future cash
needs, future operations, business plans and future financial results, and any
other statements that are not historical facts. These forward-looking statements represent our intentions, plans,
expectations, assumptions and beliefs about future events and are subject to
risks, uncertainties and other factors. Many of those factors are outside of
our control and could cause actual results to differ materially from the
results expressed or implied by those forward-looking statements. In light of
these risks, uncertainties and assumptions, the events described in the
forward-looking statements might not occur or might occur to a different extent
or at a different time than we have described. You are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this Report. All subsequent written and oral forward-looking statements
concerning other matters addressed in this Report and attributable to us or any
person acting on our behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to in this Report. Except to the extent required by law, we undertake no obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events, a change in events, conditions, circumstances or assumptions
underlying such statements, or otherwise. CERTAIN TERMS USED IN THIS REPORT When this report uses the words “we,” “us,” “our,” and the “Company,” they
refer to Medora Corp. and its consolidated subsidiaries.  “SEC” refers to the
Securities and Exchange Commission.   4


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PART I ITEM 1.     BUSINESS General We were incorporated in the State of Nevada on May 6, 2010. Our business concept is for Medora to present a daily discount for a niche market item (such as a spa, restaurant, or a tour outing), and if enough people sign up for the deal, the subscribers get the discount. The coupons are sent to the buyers by e-mail.  Conversely, if the quota is not reached, the deal is off, and no one is charged for what they subscribed to buy. If the deal does not work out, the company that Medora was “advertising” withdraws the discounted items, and the subscribers will be reimbursed. Our target focus is to provide significant discounts to our customers by allowing them to buy group coupons for local restaurants, hotels, spas, tourist attractions and bars in Jamaica. To date, we have begun operations and have reserved a domain name for the company at www.medoracorp.com and our webmasters have designed our website.  We maintain our statutory registered agent’s office at Nevada Corporate Headquarter, 101 Convention Center Drive, Suite 700 Las Vegas, Nevada 89109 and our mailing address and business office is located at 7 Wareham Road, Kingston, Jamaica, West Indies. Our telephone number is 876-775-6074. Craig McKenzie, our president, supplies this office space on a rent-free basis.  Industry Information Social Networking  We believe social networking is one of the fastest growing industries on the planet. Websites such as Facebook and Twitter have come a long way in only a few years to be household names all over the world. We believe the power of social media has become so prevalent in the last few years; businesses use these websites to help sustain themselves, and in many situations, use these mediums as their primary source of generating revenue. We believe that Facebook and Twitter, as well as many other types of social media websites, have become an excellent way of getting a business’s message across.  We believe the potential of social networking websites is enormous. It is a very popular trend on the internet for users to continually expand their network on these websites. The more people that are on one’s network of contacts, the easier it is for them to keep in touch with people, make new friends with similar interests, share media (such as photos and videos), share thoughts, and so on. We intend to rely on social networking as a means of conducting public relations.  Word of Mouth Marketing  We believe a huge marketing opportunity on the internet is spreading word of mouth, a form of free advertising. We believe the internet has provided the biggest medium to spread word of mouth and social networking sites have been the place where everyone has come together. These days, companies have the capabilities of increased speed at which the message comes across. Bloggers and journalists can post their thoughts and reviews of products, and then people in all corners of the world can read it


immediately. We believe the scale of which people can get their message across is also enormous. Twitter is a good example of this. If a company wants to release a statement to the media, they can use Twitter as a tool to do it. Afterwards, people can use twitter to respond, and everybody has access to all information as well as the abilities to connect with each other and start forums and conversations. Not only is word of mouth considered free advertising, but we believe it is one of the most powerful advertising tools out there. We intend to implement word of mouth advertising into our business model.  5


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Loyalty Marketing  Loyalty marketing is based on strategic management. It is the approach to marketing in which a company offers incentives to customers in order to generate and maintain business revenue. Incentives can be in the form of coupons, discounts, repeat sales incentives, and multiple item sales incentives (such as buy 2 get 1 free). The subjective assessment by the customer of whether or not to purchase a product or service is ultimately based on their sense of value the product has, which many times are due to the incentive being offered.  The concept of loyalty marketing has been prevalent in all industries for almost a century, but in the 1980’s and 1990’s it started to explode in many forms and in and of itself became an industry. In 1981, Airline Corporations launched the first scale modern “loyalty marketing program” with their Frequent Flyer Program. This model allows customers who fly often to eventually receive gifts, discounts, free flights, or upgraded seats.  The entire concept was designed to retain customers and not have them switch to other airlines. Within a few years, almost every other airline created their own frequent flyer program. This repeat-business model soon spread to many other industries. The credit card industry uses points systems for frequent users of their cards to eventually redeem points for certain gifts. Nowadays, many retailers offer their own credit cards to customers in hopes of obtaining repeat business and offering deals on purchases.  The business model of loyalty marketing is based on customer satisfaction. Through this method, employees must be trained to obtain specific goals. We believe the quality of the product or service leads to customer satisfaction, which leads to customer loyalty, repeat business, and ultimately profitability. In order to obtain profitability, the satisfaction level of the customer should be high enough to tell their family and friends (word of mouth) and attract new customers. Some companies,  have devised plans to not only offer incentives to buy its products through its website, but also additional incentives to refer their friends to the products. We intend to implement the concept of loyalty marketing into our business model.  The Team Buying Concept  The team buying concept, known in Chinese as Tuangou was originated in the People’s Republic of China. Several people, sometimes friends, but also possibly strangers connect over the internet. They agree to approach a vendor of a specified product in order to haggle with the vendor as a group in order to get discounts. The group agrees to purchase the same item. All parties benefit, as the buyers pay less, while the business benefits by selling multiple items at once. We believe this concept works well in China because of the culture of bargaining and getting discounts on items. This process also has an additional benefit for the shopper, as it is more likely the vendor can be trusted if more than one buyer can vouch for the particular vendor, as the buyer may have purchased items from the vendor in the past, or has researched information about the vendor.  We intend to implement group buying into our business plan.  6


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Similar Business Models from the United States  One of the most popular companies in the U.S. that depends on word of mouth and viral marketing is Groupon.com. Groupon’s concept consists of gathering a certain number of people together to each buy a certain product or service. The product or service up for sale will probably have a significant discount from its original price, usually in the range of 50% off. Due to people’s social network, people can inform their friends that there is a deal going on, and from there the word spreads about the deal. If Groupon gathers enough people within a certain amount of time, everybody is able to buy the item at a discounted rate. If enough people do not sign up for the item, nobody gets anything, and nobody is charged for anything. The point at which enough people purchase the item and the deal becomes valid is called the “tipping point.”  Groupon’s business model specifies daily deals, so if enough of the item is purchased within one day, everyone who ordered the item would be able to purchase it at the discounted rate. An example of how this works would be for an amusement park ticket. Groupon may post that a ticket normally selling for $60 to an amusement park in San Francisco is now selling for $30, and 500 people have to buy it. If the quota of $500 is filled in the specified time (one day), then everybody gets the tickets at the discounted price. If the quota is not filled, then the deal is void. On other websites, there may be a longer time limit or no time limit for the item at all, but the deal will only occur if or when the item reaches the specified quota. The Groupon model features daily deals for certain cities and areas within the United States. One of its primary intentions is to help the local economy and help local businesses gain a wider customer base.  Other competitors to Groupon include LivingSocial, BuyWithMe, MyCityDeal, GroupSwoop, and TownHog. They all feature the same “Daily Deal” business model and have few distinctions. They all claim to be the place with the best deal in town. Each city only has a few deals per day, so it is not as if the customer can pick and choose anything that he or she wants. One distinction that LivingSocial has is the “free link” strategy. In this model, one buyer can send a link to his or her friends to a certain item. If three or more people purchase the item using that link, then that buyer will get the deal for free.  Group buying is a relatively new concept in the U.S., as it started with Groupon and other websites in only late 2008. Therefore, the long term results of this concept are yet to be seen, and currently nobody knows if this concept can sustain itself in the U.S. or Jamaica. However, considering Groupon’s and other group buying site’s initial success and venture capital backing, we believe this concept will be successful and is a highly marketable concept for Medora to inject into Jamaica. ITEM 1A.       RISK FACTORS We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item. ITEM 1B.       UNRESOLVED STAFF COMMENTS None.  7


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ITEM 2.          PROPERTIES Our business
office is located at 7 Wareham Road Kingston, Jamaica, West Indies. Our office space is
provided without charge by the sole officer and director of the Company. ITEM 3.          LEGAL
PROCEEDINGS We are not
presently a party to any litigation. ITEM 4.          (REMOVED AND RESERVED) PART II ITEM 5.          MARKET FOR REGISTRANT’S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES  Market Information  There
is presently no public market for our shares of common stock. We are currently
applying for trading of our common stock on the Over the Counter Bulletin Board.
 However, we can provide no assurance that our shares of common stock will be
traded on the Bulletin Board or, if traded, that a public market will
materialize. Holders As of July 31, 2010, we had
43 shareholders of our common stock. Dividends  To date, we have not
declared or paid any dividends on our common stock. We currently do not
anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to our offering. Although we intend to retain our
earnings, if any, to finance the expansion and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future.  Payment of dividends in the
future will depend upon our earnings, capital requirements, and other factors,
which our Board of Directors may deem relevant.  Stock Option Grants  To date, we have not granted
any stock options.    8


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Registration Rights  We have not granted registration rights to the selling shareholders or to any other persons. ITEM 6.     SELECTED FINANCIAL DATA We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item. ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.  See “Cautionary Statement on Forward-Looking Information.” We are a development stage corporation and have not yet generated or realized any revenues from our business operations.  Our auditors have raised substantial doubt as to our ability to continue as an on-going business for the next 12 months. We have not generated any revenue, have not completed the development of our websites, and have only recently located businesses willing to offer significant discounts of their products or services to our registered members.  To meet our need for cash we raised $40,582 in a private placement offering. We cannot guarantee that since we have begun operations that we will stay in business after twelve months. If we are unable to secure enough businesses of products or services at suitably low pricing or enough registered members willing to buy the products at the price we have negotiated with our businesses, we may quickly use up the proceeds from the offering and will need to find alternative sources, like a second public offering, or a private placement of securities in order for us to maintain our operations. Our sole officer and director is unwilling to loan or advance any additional capital to the Company, except for the costs associated with legal costs, accounting costs, and with the preparation and filing of reports with the Securities and Exchange Commission. At the present time, we have not made any arrangements to raise additional cash, other than from our private offering. If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. If we need more money we will have to revert to obtaining additional funds as described above. Other than as described above, we have no other financing plans.  Plan of Operation  Our business concept is for Medora to present a daily discount for a niche market item (such as a spa, restaurant, or a tour outing), and if enough people sign up for the deal, the subscribers get the discount. The coupons are sent to the buyers by e-mail.  Conversely, if the quota is not reached, the deal is off, and no one is charged for what they subscribed to buy. If the deal does not work out, the

company that Medora was “advertising” withdraws the
discounted items, and the subscribers will be reimbursed.  9


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A material
challenge to our business operations has been getting enough registered members
to purchase discounted products from businesses that participate in our
program, and in order to achieve this goal we have created incentives for our
registered members to inform others of the discounts that businesses are
offering on our websites. We will encourage our
registered members to share news about deals through email, Facebook, and
Twitter,and other social media websites.  Encouraging new
membership, we willguarantee that if one of our registered members
sends our Company link to a friend, and the friend buys a Medora Coupon
(“Coupon”) within 72 hours, the individual who sent the link will get $10 worth
of Medora credits in their account. In addition, if a user sends a referral to
a friend, who then subscribes within 72 hours, the person who sent the referral
will get $10 worth of Medora credits in their account when their friend buys
their first deal with Medora.  We are also offering free gifts to be given away
for people who register as members to our sites.  If we are unable to locate
businesses or fail to generate enough traffic to our websitesit may have a material impact on our revenues or income or may result in our
liquidity decreasing.  To
better market our brand and expand our subscriber base, we felt it was
necessary to re-brand our group buying site to something more marketable and
for this reason we registered a new domain in the name of www.grabbittoday.com.  We feel that this new domain better describes to both our
potential subscribers and businesses that we will offer new deals everyday and
it will be important to act quickly and get today’s deal now.  We will continue
to use www.medoracorp.com, however, this website will change in the near future to reflect a
more corporate website than a group buying site, but until this occurs, www.medoracorp.com will continue to be part of the Company’s group buying websites.  To
better expand our subscriber base we have begun targeting people in Jamaica,
European tourists, and USA tourists. Target these subscribers will be done as
follows:  1)Targeting users in Jamaica a)Build a database or purchase lists b)Make the website data rich c)Send out newsletters to attract sign ups d)Advertise by placing newspaper ads and do radio spots e)Offer subscribers a prize like an iPhone, or TV if they subscribe  2)Targeting tourists from European countries visiting Jamaica a)Identify the top 5 countries in Europe that visit Jamaica the most b)Then target tour operators in those areas online and contact them
to see if their visitors could benefit from our service of daily deals. c)Then provide these users with newsletters d)We can then also market through link building by advertising on
the tour operator’s websites.  3)Targeting tourists from the USA visiting Jamaica e)Identify the top 10 US states that visit Jamaica the most f)Then target tour operators and travel agents in those areas online
and contact them to see if their visitors could benefit from our service of
daily deals. g)Then provide these users with newsletters  10


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h)We can then also market through link building by advertising on
the tour operator’s websites.  We plan to
implement our business operations by finding local restaurants, spas, or other
businesses that are willing to provide large discounts if their name is spread
to a number of new registered members. We have had good success in finding
businesses that are willing to provide large discounts to their products and
services, but we have had little success in obtaining registered members.  Our
Company advertises the business by offering coupons online, and then taking a
portion of the money spent on each coupon.  At this time, our President has
approached several local businesses inbothKingstonand Ocho Rios, Jamaica, of which there are twenty
businessesthathave committedto participate in
the group buying program prepared by the Company.  However, no formal
agreements have been signed with any business at this moment as we lack the
base of registered members. We believe that if the local economy in Jamaica is
struggling, businesses we target to offer discounts for our program may be more
inclined to participate in order to generate more business. However, if
the local economy in Jamaica deteriorates extensively there may be few
businesses in Jamaica who have the goods and services to participate in our
program. In addition, some participating businesses in Jamaica may only operate
their businesses during certain seasons, which may impede our ability to
implement our business operations.  To
increase commitments of businesses wanting to offer the goods or services to
our subscribers, we had employed 2 full-time commissioned sales agents to
assist with this initiative in growing our daily deals to our subscribers.  We
have since reduced this to 1 full-time commissioned sales agent.  Commissions
are only paid once a deal goes live on our sites.  To
better manage our websites, operate our social media links and websites, to up
load our deals on a daily basis and to assist with our payment processing we
have reached an informal arrangement with our web developers to manage these
aspects of our business on a full time basis.  There is no formal agreement in
place for these services and will be billed to the Company on a monthly basis
once we go live with deals on our sites.  Our business
concept seeks to target the service and tourism sector. We believe that our
concept is attractive in both a growing and shrinking economy because it allows
our registered members access to daily discounts by participating businesses that
have the opportunity to generate more income through increased sales.  Our
concept allows businesses to generate more income and consumers to save more
money.  In both a growing
and shrinking economy we anticipate that businesses will use our program as a
marketing tool and to generate income from repeat customers.  Additionally,
registered members will likely prefer to receive a discount whether the
economic environment is positive or negative.  However, the local
Jamaican economy may be volatile because it is dependent on tourism. Any signs
of decline in tourist visits could directly cause local businesses to slow down
business operations or go bankrupt which would directly affect the number of
businesses able to participate in offering large discounts of their goods and
services in exchange for bulk sales.   With fewer visitors to the local
Jamaican economy there will likely be fewer registered members to our websites, and if this is the case it will directly affect the
businesses being able to meet their thresholds set for group buyers.  A
slowdown in the local economy may impact our short term liquidity.   11


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To help prevent liquidity concerns, we will have to also
target businesses that will have offerings of goods and services that will be
attractive to the local community and not dependent on tourists.  Having
businesses that have offerings that are attractive enough to generate local
people to be registered members to our websiteswill
increase our exposure and will address our long-term liquidity concerns.However, this has been a challenge as the larger part of the
population in Jamaica do not use credit cards and thus our business model is
changing to become more dependent on visitors.  We
anticipate that we will need to meet our ongoing cash requirements through the
generation of revenue or equity and/or debt financing.  We estimate that our
expenditures over the next 12 months as of July 31, 2011, will be approximately
$210,000 as described in the table below.  These estimates may change
significantly depending on the nature of our future business activities and our
ability to raise capital from shareholders or other sources.  Description
 Estimated Completion Date
 Estimated Expenses
   ($)Legal
 12
  months
 20,000Beta testing
  and servicing costs
 Ongoing
 15,000Marketing and
  advertising
 Ongoing
 5,000
  – 10,000Investor
  relations and capital raising
 12
  months
 10,000***Management
  costs
 12
  months
 10,000**Salaries
 Commencing
  on November 15, 2011
 18,000Fixed asset
  purchases for technology center
 12
  months
 25,000*Operating
  costs and general
  and administrative expenses
 12
  months
 45,000**Consulting
  fees
 12
  months
 12,000Accounting
  fees
 12
  months
 45,000Total
 12
  months
 210,000
  *Operating costs and
general and administrative expenses are the costs which we will incur with our
day to day business.  These include such things as rent, phone, utilities,
leaseholds, salaries, insurance and licenses.  **Salaries will be paid
toexisting commission sales agents andfuture
employees who will assist the Company with its sales and marketing efforts. 
Consulting fees will be paid to any outside consultant that the Company needs
to bring in for any form of special expertise not possessed by the sole officer
and director of the Company.   12


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***Management
costs will be any costs associated to paying any future manager who will assist
with the overseeing of the running of the business and who will be responsible
for supervising the sales and marketing efforts.  We
intend to meet our cash requirements for the short term by generating revenue
and, if possible, through a combination of debt financing and equity financing
by way of private placements.  We currently do not have any arrangements or
commitments in place to complete any private placement financings and there is
no assurance that we will be successful in completing any such financings on
terms that will be acceptable to us.  If we are not able to
raise the full $210,000 to implement our business plan
as anticipated, we will scale our business development in line with available
capital.  Our primary priority will be to retain our reporting status with the
SEC which means that we will first ensure that we have sufficient capital to
cover our legal and accounting expenses.  Once these costs are accounted for,
in accordance with how much financing we are able to secure, we will focus on
market awareness, testing and servicing costs as well as marketing and
advertising to social media marketing websites.  We will likely not expend
funds on the remainder of our planned activities unless we have the required
capital.  If
we are able to raise the required funds to fully implement our business plan,
we plan to implement the below business actions in the order provided below. If
we are not able to raise all required funds, we will prioritize our corporate
activities as chronologically laid out below because the activity which needs
to be undertaken in the initial months is prerequisite for future operations.
We anticipate that the implementation of our business will occur as follows:  July
2011 to December 2011 Complete the design and upload our
     Corporate website.
 Continue to market the Company’s
     website to potential businesses wanting to offer discounts for their
     products and services.
 Market products to hotels and
     resorts, pubs, restaurants, spas throughout the designated cities.
 Complete certain asset purchases such
     as dedicated servers, and computer equipment.
 Continue to market the Company on
     Social Media websites as Facebook and Twitter.
 Market our websites to tour
     operators and travel agents in Europe and the USA.
 Purchase lists and market
     newsletters to potential subscribers in Jamaica.
 Hire local personnel to manage the
     technical aspects of the website and the daily offerings.
 Hire in house accounting staff to
     manage the fulfillments of the transactions.
 Purchase additional assets such as
     vehicles for sales calls.  January
2012 to July 2012 If initial launch is successful in
     a few cities in Jamaica, expand the concept to other Caribbean countries.
 Hire additional marketing and sales
     staff.
 Attend trade shows.
 Market products to hotels and
     resorts, pubs, restaurants, spas throughout the designated cities.
 Launch a new brand that is focused
     on the group buying concept but will focus on offering hotel
     accommodations only.     13


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Our concept is to utilize collective
buying to get a daily deal on local goods and services. We plan to bring buyers
and sellers together in a collaborative way that offers the consumer
competitive prices and businesses a large number of new customers. By promising
businesses a minimum number of customers, we can offer attractive deals with
competitive prices. We plan to save consumers money and in return to generate
more revenue for the businesses we feature.  Limited
Operating History; Need for Additional Capital  There
is limited historical financial information about us upon which to base an
evaluation of our performance. We are a start-up (development stage) company
and have not generated any revenues. We cannot guarantee we will be successful
in our business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns due to price and cost increases in services and
products.  To
become profitable and competitive, we have to locate and negotiate agreements
with established businesses to offer their products/services for sale to us at
pricing that will enable us to establish and sell the products/services to our
clientele.  We
have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to our existing stockholders.  Results
of Operations  From
Inception on May 6, 2010 to July 31, 2011  During
the period from May 6, 2010 (inception) to July 31, 2011 we incorporated the
company, hired the auditor, and hired the attorney for the preparation of our
registration statement. We have prepared an internal business plan. We have
reserved the domain name www.medoracorp.com and www.grabbittoday.com and they have
been designed and uploaded.  Our net loss since inception is $49,002 as a
result of incurring expenses of $21,597 for consulting fees, $16,103 for
accounting fees, $8,019 for legal fees, $2,425 for transfer agent fees and $3,357
for other general and administrative expenses.  At
inception, we sold 35,000,000 shares of common stock to our former sole officer
and director, Dr. Jehovan Owayne Fairclough for approximately $7,000. On June
10, 2010, Dr. Fairclough appointed Craig McKenzie as his replacement by way of
board resolution as the president, chief executive officer, chief financial
officer, treasurer, secretary and sole member of the board of directors. On
June 10, 2010, Dr. Jehovan Fairclough resigned as the president, chief
executive officer, chief financial officer, treasurer, secretary and sole
member of the board of directors and sold to Craig McKenzie his 35,000,000
shares of common stock for $7,000 in a private transaction.  These
shares were issued in reliance on the exemption under Section 4(2) of the
Securities Act of 1933, as amended (the “Act”). These shares of our common
stock qualified for exemption under Section 4(2) of the Securities Act of 1933
since the issuance shares by us did not involve a public offering. The offering
was not a “public offering” as defined in Section 4(2) due to the insubstantial
number of persons involved in the deal, size of the offering, manner of the
offering and number of shares offered. We did not undertake an offering in
which we sold a high number of shares to a high number of investors. In
addition, the foregoing investors had the necessary investment intent as  14


---



required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.
  During the period from May 6, 2010 (inception) to July 31, 2011, we sold 27,054,600 shares of our common stock at $0.0015 per share for a total of $40,582 to forty-two (42) investors.  We issued these shares in reliance on the safe harbor provided by Regulation S promulgated under the Securities Act of 1933, as amended.  These investors who received the securities represented and warranted that they are not “U.S. Persons” as defined in Regulation S. In the alternative, the issuance of these shares was exempt from registration pursuant to Section 4(2) of the Securities Act. We made this determination based on the representations of the  Shareholders which included, in pertinent part, that such shareholders were either (a) “accredited investors” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, or (b) not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S under the Act, and that such shareholders were acquiring our common stock, for investment purposes for their own respective accounts and not as nominees or agents, and not with a view to the resale or distribution thereof, and that the Shareholders understood that the shares of our common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.  Lack of Revenues  We have limited operational history. From our inception on May 6, 2010 to July 31, 2011, we did not generate any revenues. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.  Expenses  For theperiod from May 6, 2010 (inception) to July 31, 2011,our expenses were as follows:  Type of Expense

   ($)General and administrative

   3,357Professional fees

   48,144
  During the period from May 6, 2010 (inception) to July 31, 2011 our total expenses were $49,002.  Net Loss  For the period from May 6, 2010 (inception) to July 31, 2011, we incurred a net loss of $49,002.  Liquidity and Capital Resources  As of the date of this report, we have yet to generate any revenues from our business operations.  15


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As
of July 31, 2011, our total assets were $45 comprised entirely of cash and our
total liabilities were $8,071 comprised of a related party payable and accounts
payable.  On
August 11, 2011, we borrowed $14,000 from our President, Craig McKenzie to pay
for our reporting obligations including this report. The loan is non-interest
bearing, unsecured and due upon demand.  We
anticipate that we will meet our ongoing cash requirements through the
generation of revenue and equity or debt financing.  We estimate that our
expenditures over the next 12 months as of July 31, 2011, will be approximately
$210,000. These estimates may change significantly depending on the nature of
our future business activities and our ability to raise capital from
shareholders or other sources.  Our
specific goal is to profitably sell discounted products and services to our
registered members, or those people who sign up with us on our websites will be
deemed a registered member, by allowing the public to buy group coupons for
local restaurants, hotels, spas, tourist attractions and bars in Jamaica.  We intend to meet our
cash requirements for the short term by generating revenue and through a
combination of debt financing and equity financing by way of private
placements.  We currently do not have any arrangements or commitments in place
to complete any private placement financings and there is no assurance that we
will be successful in completing any such financings on terms that will be
acceptable to us.  If we are not able to
raise the full $210,000 to fully implement our business
plan as anticipated, we will scale our business development in line with
available capital.  Our primary priority will be to retain our reporting status
with the SEC which means that we will first ensure that we have sufficient
capital to cover our legal and accounting expenses.  Once these costs are
accounted for, in accordance with how much financing we are able to secure, we
will focus on market awareness, testing and servicing costs as well as
marketing and advertising to social media marketing websites.  We will likely
not expend funds on the remainder of our planned activities unless we have the
required capital.  ITEM
7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK. We are a smaller
reporting company as defined by Rule 12b-2 of the Exchange Act and are not
required to provide the information under this item.    16


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ITEM 8.FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA. MEDORA CORP.(A Development Stage Company)
  July 31, 2011FINANCIAL
    STATEMENTS
    Contents
    
    Report
    of Independent Registered Public Accounting Firms
 
 F-1Balance
    Sheets
 
 F-2Statements of Operations
 
 F-3Statement
    of Changes in Stockholders’ Equity (Deficit)
 
 F-4Statements
    of Cash Flow
 
 F-5Notes
    to Financial Statements
 
 F-6
                               17


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REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors Medora Corp. (A Development Stage Company) Kingston,
Jamaica, West
Indies  We
have audited the accompanying balance sheets of Medora Corp. (A Development
Stage Company) as of July 31, 2011 and 2010, and the related statements of operations,
stockholders' equity (deficit), and cash flows for the year ended July 31,
2011, the period from May 6, 2010 (inception) to July 31, 2010, and the period
from May 6, 2010 (inception) to July 31, 2011. These financial statements are
the responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion. In
our opinion, the financial statements referred to above present fairly, in all
material respects the financial position of Medora Corp. as of July 31, 2011
and 2010,, and the results of its operations and its cash for the year ended
July 31, 2011, the period from May 6, 2010 (inception) to July 31, 2010, and
the period from May 6, 2010 (inception) to July 31, 2011, in conformity with
accounting principles generally accepted in the United States of America. The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 2 to the
financial statements, as of July 31, 2011, the Company has an accumulated
deficit, limited liquidity and has not completed its efforts to establish a
stabilized source of revenues sufficient to cover operating costs for the next
twelve month period, which raise substantial doubt about its ability to
continue as a going concern.  Management’s plans concerning these
matters are also described in Note 2.  The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty. /s/GBH CPAs, PC GBH
CPAs, PCwww.gbhcpas.comHouston,
TexasOctober 31, 2011  F-1  18


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MEDORA CORP.(A Development Stage Company)Balance Sheets as of July 31 2011 and 2010July 31,

   

   

   July 31,2011

   

   

   2010ASSETSCURRENT ASSETSCash and cash equivalents

   $

   45

   

   $

   23,259Prepaid expenses

   

   -

   

   

   5,000Total current assets

   

   45

   

   

   28,259Total assets

   $

   45

   

   $

   28,259LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable

   $

   5,575

   

   $

   4,275Related party payable

   

   2,496

   

   

   -Total liabilities

   

   8,071

   

   

   4,275STOCKHOLDERS’ EQUITY (DEFICIT)Preferred stock, 100,000,000 shares authorized,$0.00001 par value; 0 shares issued and outstanding

   

   -

   

   

   -Common stock, 100,000,000 shares authorized,$0.00001 par value; 62,054,600 and 49,045,933 shares issued and outstanding

   

   620

   

   

   490Additional paid-in capital

   

   40,356

   

   

   27,604Deficit accumulated during development stage

   

   (49,002

   )

   

   (4,110)Total stockholders’ equity (deficit)

   

   (8,026

   )

   

   23,984Total liabilities and stockholders’ equity (deficit)

   $

   45

   

   $

   28,259
     See accompanying notes to financial statements.F-2   19


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MEDORA CORP.

   (A Development Stage Company)

   STATEMENTS OF OPERATIONSJuly 31, 2011

   

   

   From Inception (May 6, 2010) to

   July 31, 2010

   

   

   From Inception (May 6, 2010) to

   July 31, 2011ExpensesConsulting fees

   $

   18,597

   

   $

   3,000

   

   $

   21,597General and administrative

   

   4,673

   

   

   1,110

   

   

   5,783Legal and accounting fees

   

   21,622

   

   

   -

   

   

   21,622Total expenses

   $

   44,892

   

   $

   4,110

   

   $

   49,002Net Loss

   $

   (44,892)

   

   $

   (4,110)

   

   $

   (49,002

   )Basic and diluted loss per common share

   $

   (0.00)

   

   $

   (0.00)Basic and diluted weighted average number of common shares outstanding

   

   61,845,245

   

   

   36,465,752
            See accompanying notes to financial statements.F-3  20


---



MEDORA CORP.(A Development Stage Company)STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)For the period from May 6, 2010 (inception) to July 31, 2011Common Stock

   

   Additional

   Paid-in

   

   Deficit Accumulated During the

   Total Stockholder’s

   EquityShares

   

   Amount

   

   Capital

   

   Development StageStock issued for cash on May 6, 2010 (Date of Inception)

   35,000,000

   $

   350

   $

   6,675

   

   

   $

   -

   

   $

   7,025Stock issued for cash

   14,045,933

   

   140

   

   20,929

   

   

   

   -

   

   

   21,069Net loss

   -

   $

   -

   $

   -

   

   

   $

   (4,110

   )

   $

   (4,110)Balance, July 31, 2010

   49,045,933

   $

   490

   $

   27,604

   

   

   $

   (4,110

   )

   $

   23,984Stock issued for cash

   13,008,667

   $

   130

   $

   12,752

   

   

   $

   -

   

   $

   12,882Net loss

   -

   $

   -

   $

   -

   

   

   $

   (44,892

   )

   $

   (44,892)Balance, July 31, 2011

   62,054,600

   $

   620

   $

   40,356

   

   

   

   (49,002

   )

   

   (8,026)
           See accompanying notes to financial statements.F-4  21


---



MEDORA CORP.(A Development Stage Company)STATEMENTS OF CASH FLOWSYear Ended July 31, 2011

   

   Year Ended July 31, 2010

   

   May 6, 2010 (Inception) to July 31, 2011CASH FLOWS FROM OPERATING ACTIVITIESNet loss

   $

   (44,892)

   $

   (4,110)

   $

   (49,002)

   )Adjustments to reconcile net loss to net cash used in operating activities:Prepaid expenses

   

   5,000

   

   (5,000)

   

   -Accounts payable

   

   1,300

   

   4,275

   

   5,575Net cash used in operating activities

   

   (38,592)

   

   (4,835)

   

   (43,427)

   )CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issuance of common stock

   

   19,513

   

   28,094

   

   47,607Direct stock issuance costs

   

   (6,631

   )

   -

   

   (6,631)Related party advances

   

   2,496

   

   -

   

   2,496Net cash provided by financing activities

   

   15,378

   

   28,094

   

   43,472Net change in cash and cash equivalents

   

   (23,214)

   

   23,259

   

   45Cash and cash equivalents, beginning of period

   

   23,259

   

   -

   

   

   -Cash and cash equivalents, end of period

   $

   45

   $

   23,259

   $

   45SUPPLEMENTAL CASH FLOW DISCLOSURESInterest paid

   $

   -

   $

   

   $

   -Income taxes paid

   $

   -

   $

   

   $

   -
  See accompanying notes to financial statements.F-5 22


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MEDORA CORP.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS July 31, 2011 NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business.Medora Corp. (referred to as the “Company” or “Medora”) was incorporated in Nevada on May 6, 2010, for the purpose of engaging in ecommerce through our planned website, which will be a group coupon buying website. Use of Estimates.The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Basic and Diluted Earnings (Loss) Per Share.The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For all periods presented, there were no potentially dilutive securities outstanding. Cash and Cash Equivalents.Medora considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Income Taxes:Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes a deferred tax asset for net operating losses carried forward. The potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. Subsequent Events.Medora has evaluated all transactions from July 31, 2011 through the financial statement issuance date for subsequent event disclosure consideration. Recently Issued Accounting Pronouncements.Medora does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow. NOTE 2. - GOING CONCERN These financial statements have been prepared on a going concern basis, which implies Medora will continue to meet its obligations and continue its operations for the next fiscal year. As of July 31, 2011, the Company has an accumulated deficit of $49,002, limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs for the next twelve month period. F-6  23


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MEDORA CORP.(A Development Stage Company)Notes to the Financial StatementsJuly 31, 2011 NOTE 2. - GOING CONCERN (CONTINUED) The Company’s sole officer and director is unwilling to loan or advance any additional capital to the Company, except for the costs associated with the preparation and filing of reports with the Securities and Exchange Commission (“SEC”). These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The continuation of Medora as a going concern is dependent upon financial support from its stockholders, the ability of Medora to obtain necessary equity financing to continue operations, and the attainment of profitable operations. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Medora be unable to continue as a going concern. NOTE 3. - STOCKHOLDERS’ EQUITY On May 6, 2010, Medora issued 35,000,000 common shares to its president at $0.0002 per share for $7,025 in cash. During July 2010, Medora issued an additional14,045,933shares for a total of$21,069 in cash. During July 2011, Medora issued an additional 13,008,667 shares for a total of$12,881 in cash, net of $6,631 of direct offering costs. NOTE 4 - INCOME TAXES Medora uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. Since inception, Medora incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is $49,002 at July 31, 2011, and will begin to expire in the year 2030. At July 31, 2011, deferred tax assets consisted of the following: 2011

   

   2010Deferred tax assets (net operating loss carry-forwards)

   $

   17,151

   $

   617Less: valuation allowance

   

   (17,151)

   

   (617

   )Net deferred tax asset

   

   -

   $

   -
   F-7  24


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MEDORA CORP.(A Development Stage Company)Notes to the Financial StatementsPeriod From May 6, 2010 (Inception)Through July 31, 2011 NOTE 5 – RELATED PARTY TRANSACTIONS As of July 31, 2011, Medora Corp. has a payable to the Company’s president, Mr. Craig McKenzie, for $2,496 that was used for payment of expenses on behalf of the Company.  These amounts were loaned to the Company in December 2010 and April 2011.  The amounts are due on demand and have no terms of repayment, are unsecured, and bear no interest.  NOTE 6 – SUBSEQUENT EVENTS On August 11, 2011, the Company borrowed another $14,000 from its President, Mr. Craig McKenzie to pay for its reporting obligations. The loan is non-interest bearing, unsecured and due upon demand.                            F-8  25


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ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10-K. Our financial statements for the period from May 6, 2010 (inception) to July 31, 2011, included in this report have been audited by GBH CPAs, PC, as set forth in this annual report. ITEM 9A.   CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the "Evaluation"), under the supervision and with the participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures ("Disclosure Controls") as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures. The material weakness relates to the monitoring and review of work performed by our limited accounting staff in the preparation of financial statements, footnotes and financial data provided to our independent registered public accounting firm in connection with the annual audit. More specifically, the material weakness in our internal control over financial reporting is due to the fact that: -

   The Company lacks proper segregation of duties. We believe that the lack of proper segregation of duties is due to our limited resources.-

   The Company does not have a comprehensive and formalized accounting and procedures manual.
  Limitations on the Effectiveness of Controls Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be


circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.  26


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The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. CEO and CFO Certifications Certifications of our Chief Executive Officer and the Chief Financial Officer are filed as exhibits to this Annual Report on Form 10-K. These certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). Item 9A of this annual report on Form 10-K, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented. Management's Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company's internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  27


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Our management assessed the effectiveness of our internal control over financial reporting as of July 31, 2011. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) inInternal Control-Integrated Framework. Based on our assessment, as of July 31, 2011, the Company's internal control over financial reporting were ineffective. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report. Changes in Internal Controls There were no changes in our internal control over financial reporting during the fiscal year ended July 31, 2011 that have affected, or are reasonably likely to affect, our internal control over financial reporting.  ITEM 9B.       OTHER INFORMATION  None. PART III ITEM 10.        DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Officers and Directors Our sole director will serve until his successor is elected and qualified. Our sole officer is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees. The name, address, age and position of our present officers and directors are set forth below: Name and Address

   Age

   Position(s)Craig McKenzie

   30

   President, Principal Executive Officer, Principal7 Wareham Road

   

   Financial Officer, Principal Accounting OfficerKingston, Jamaica, W.I.

   

   Secretary, Treasurer and sole member of theBoard of Directors
  The person named above has held his offices/positions since inception of our company and are expected to hold his offices/positions until the next annual meeting of our stockholders. Background of officers and directors On June 10, 2010, Mr. Craig McKenzie was appointed president, principal accounting officer, principal executive officer, principal financial officer, secretary, treasurer and sole member of our


board of directors.  From February 2003 to present, Mr. McKenzie has served as a Level 3 and Level 4 Technical Assistant with The Ministry of Health / National Blood Transfusion Service, of Kingston, Jamaica.  His responsibilities include Blood component preparation, distribution, inventory, preparation of daily and monthly statistics, and to assist Medical Technologists.  28


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None of the companies referred to above are parents, subsidiary corporations or other affiliates of Medora Corp.  During the past ten years, Mr. McKenzie has not been the subject of the following events:  1.         A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;  2.         Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);  3.         The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;  i)          Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator,  floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or anassociated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;  ii)         Engaging in any type of business practice; or  iii)        Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;  4.         The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;  5.         Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;  6.         Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such


civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;  29


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7.         Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:  i)          Any Federal or State securities or commodities law or regulation; or  ii)         Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or  iii)        Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or  8.         Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.  Transactions with Related Persons, Promoters and Certain Control Persons Mr. McKenzie is deemed a “promoter” of our company, within the meaning of such term under the Securities Act of 1933 since he founded and organized our company. Mr. McKenzie is our only “promoter”.   On July 10, 2010, we issued 32,000,000 shares of common stock as restricted securities to Craig McKenzie, our sole officer and director, in consideration of $7,000.  Mr. McKenzie has not received and is not entitled to receive any additional consideration for his services as our promoter. Audit Committee Financial Expert  We do not have an audit committee financial expert.  We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive.  Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted. Audit Committee and Charter We have a separately-designated audit committee of the board. Audit committee functions are performed by our board of directors. None of our directors are deemed independent. All directors also hold positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and anyoutside advisors engagement by the audit committee. A copy of the audit committee charter is filed as Exhibit 99.2 to this report.  30


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Code of Ethics We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics is filed as Exhibit 14.1 to this report. Disclosure Committee and Charter We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports. A copy of the disclosure committee charter is filed as Exhibit 99.3 to this report. Section 16(a) of the Securities Exchange Act of 1934  As of the date of this report we are not subject to Section 16(a) of the Securities Exchange Act of 1934.ITEM 11.        EXECUTIVE COMPENSATION  The following table sets forth the compensation paid by us from May 6, 2010 (inception) through July 31, 2011 for our sole officer. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.  The compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers.  EXECUTIVE OFFICER COMPENSATION TABLE Non-

   NonqualifiedEquity

   Deferred

   AllName

   

   

   

   

   

   Incentive

   Compensa-

   OtherAnd

   

   

   

   Stock

   Option

   Plan

   tion

   Compen-Principal

   

   Salary

   Bonus

   Awards

   Awards

   Compensation

   Earnings

   sation

   TotalPosition

   Year

   (US$)

   (US$)

   (US$)

   (US$)

   (US$)

   (US$)

   (US$)

   (US$)(a)

   (b)

   (c)

   (d)

   (e)

   (f)

   (g)

   (h)

   (i)

   (j)Craig McKenzie

   2011

   0

   0

   0

   0

   0

   0

   0

   0President and Director

   2010

   0

   0

   0

   0

   0

   0

   0

   02009

   0

   0

   0

   0

   0

   0

   0

   0
  We have no employment agreement with of our officer. We do not contemplate entering into any employment agreements until such time as we begin profitable operations. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers.  31


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There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein. Compensation of Directors The member of our board of directors is not compensated for her services as a director. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. We have no director's service contracts.  DIRECTOR’S COMPENSATION TABLE FeesEarned

   

   

   

   Nonqualifiedor

   

   

   Non-Equity

   DeferredPaid in

   Stock

   Option

   Incentive Plan                         Compensation

   All OtherCash

   Awards           Awards                     Compensation

   Earnings

   Compensation

   TotalName

   (US$)

   (US$)

   (US$)

   (US$)

   (US$)

   (US$)

   (US$)(a)

   (b)

   (c)

   (d)

   (e)

   (f)

   (g)

   (h)Craig McKenzie

   2011

   0

   0

   0

   0

   0

   0
  Long-Term Incentive Plan Awards  We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. Indemnification Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada. Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.    32


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ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth, as of the date of this report, the total number of shares owned beneficially by our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholders listed below have direct ownership of their shares and possesses sole voting and dispositive power with respect to the shares. Number of Shares

   Percentage ofPercentage of

   

   After Offering

   Ownership AfterNumber of

   Ownership

   

   Assuming all of

   the OfferingName and Address

   Shares Before

   Before the

   

   the Shares are

   Assuming all of theBeneficial Owner

   the Offering

   Offering

   

   Sold

   Shares are SoldCraig McKenzie [1]

   35,000,000

   56.38

   %

   35,000,000

   56.38

   %7 Wareham RoadKingston, Jamaica, W.I.All Officers and Directors

   35,000,000

   56.38

   %

   35,000,000

   56.38

   %as a Group (1 person)
  [1]

   The person named above may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his/its direct and indirect stock holdings. Mr. Craig is the only "promoter" of our company.
 A total of 62,054,600 shares of common stock are issued and outstanding. There is no public trading market for our common stock. There are no outstanding options or warrants to purchase, or securities convertible into, our common stock. There are 43 holders of record for our common stock. ITEM 13.        CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE On July 10, 2010, we sold a total of 35,000,000 shares of common stock to Craig McKenzie, our sole officer and director in consideration of $7,000. Office services and office space are provided without charge by the sole officer and director of the Company. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. As of July 31, 2011, Medora Corp. has a payable to the Company’s president, Mr. Craig McKenzie, for $2,496 that was used for payments of expenses on behalf of the Company.  These amounts were loaned to the Company in December 2010 and April 2011.  The amounts are due on demand and have no terms of repayment, are unsecured, and bear no interest.    33


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ITEM 14.     PRINCIPAL ACCOUNTING FEES AND SERVICES
 Audit Fees  For the Company’s fiscal years ended July 31, 2011 and 2010, we were billed approximately $14,603 and $6,500 for professional services rendered for the audit and quarterly reviews of our financial statements.  Audit Related Fees  None.  Tax Fees  None.  All Other Fees  None.  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.  Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:  -approved by our audit committee; or  -entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular  service,  the  audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management. We do not have an audit committee.  Our entire board of directors pre-approves all services provided by our independent auditors.  The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees were pre- approved.  However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.  34


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PART IV ITEM 15.        EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. Incorporated by referenceFiledExhibit No. Document Description

   

   Form

   

   Date

   

   Number

   

   herewith3.1

   

   Articles of Incorporation.

   

   S-1

   

   09/09/2010

   

   3.13.2

   

   Bylaws.

   

   S-1

   

   09/09/2010

   

   3.24.1

   

   Specimen Stock Certificate.

   

   S-1

   

   09/09/2010

   

   4.110.1

   

   Consulting Agreement

   

   S-1

   

   09/09/2010

   

   10.114.1

   

   Code of Ethics.

   

   

   

   

   

   14.1

   

   X31.1

   

   Certification pursuant to Rule 13a-15(e) and

   

   

   

   

   

   

   

   X15d-15(e), promulgated under the Securitiesand Exchange Act of 1934, as amended.32.1

   

   Certification pursuant to 18 U.S.C. Section

   

   

   

   

   

   

   

   X1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002.99.1

   

   Regulation S - Subscription Agreement

   

   S-1/A-1

   

   10/22/2010

   

   99.199.2

   

   Audit Committee Charter.

   

   

   

   

   

   99.2

   

   X99.3

   

   Disclosure Committee Charter.

   

   

   

   

   

   99.3

   

   X
        35


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SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form 10-K and has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Kingston, Jamaica on this 31st day of October, 2011. MEDORA CORP.BY:

   CRAIG MCKENZIECraig McKenziePresident, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary/Treasurer and sole member of the Board of Directors
  Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities. Signature

   Title

   DateCRAIG MCKENZIE

   President, Principal Executive Officer, Principal

   October 31, 2011Craig McKenzie

   Financial Officer, Principal Accounting Officer, Secretary/Treasurer and sole member of the Board of Directors
            36


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EXHBIT INDEX Incorporated by referenceFiledExhibit No. Document Description

   

   Form

   

   Date

   

   Number

   

   herewith3.1

   

   Articles of Incorporation.

   

   S-1

   

   09/09/2010

   

   3.13.2

   

   Bylaws.

   

   S-1

   

   09/09/2010

   

   3.24.1

   

   Specimen Stock Certificate.

   

   S-1

   

   09/09/2010

   

   4.110.1

   

   Consulting Agreement

   

   S-1

   

   09/09/2010

   

   10.114.1

   

   Code of Ethics.

   

   

   

   

   

   14.1

   

   X31.1

   

   Certification pursuant to Rule 13a-15(e) and

   

   

   

   

   

   

   

   X15d-15(e), promulgated under the Securitiesand Exchange Act of 1934, as amended.32.1

   

   Certification pursuant to 18 U.S.C. Section

   

   

   

   

   

   

   

   X1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002.99.1

   

   Regulation S - Subscription Agreement

   

   S-1/A-1

   

   10/22/2010

   

   99.199.2

   

   Audit Committee Charter.

   

   

   

   

   

   99.2

   

   X99.3

   

   Disclosure Committee Charter.

   

   

   

   

   

   99.3

   

   X


---